Indemnification of Parent and Acquisition Sub. 44 9.1 Survival..................................................... 44 9.2 Indemnification.............................................. 44 9.3

Indemnification of Parent and Acquisition Sub. The Company Shareholders shall indemnify, defend and hold harmless Parent, Acquisition Sub, the Company, and their respective officers, directors, agents, employees and controlling persons (the "IVG Indemnified Parties") from and against any Losses incurred by any such IVG Indemnified Parties (including any Losses incurred by the Company following the Closing) by reason of any breach of, or default in, any representation, warranty, covenant or agreement of the Company or Company Shareholder, contained in this Agreement, including the Schedules hereto, or in any document, certificate or instrument delivered in connection herewith. Notwithstanding anything else provided herein, any such IVG Indemnified Parties shall be entitled to indemnification only if, and to the extent, Losses incurred by such IVG Indemnified Parties for which the IVG Indemnified Parties are entitled to indemnification hereunder in the aggregate (including any Losses incurred by the Company) exceed Ten Thousand Dollars ($10,000). The liability of the Company Shareholders to indemnify the IVG Indemnified Parties shall be limited, in the aggregate for all claims for indemnification under this Agreement, to $3,583,000.

Indemnification of Parent and Acquisition Sub. Seller shall defend, indemnify and hold Parent and Acquisition Sub harmless from and against any liabilities, losses, claims, damages, costs, expenses and settlement amounts (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with, directly or indirectly, (a) any inaccuracy or breach of a representation or warranty made by Seller in the Agreement or related transaction documents; (b) any failure by Seller to perform or comply with any of its covenants contained herein; (c) any action, suit, proceeding, claim, arbitration or investigation initiated by employees, founders, or stockholders of, or creditors to, Seller, or any other third party, against Seller, Parent or Acquisition Sub or any of their respective directors, officers and stockholders, including, without limitation, any such action, suit, proceeding, claim, arbitration or investigation relating to a bankruptcy filing by Seller; and (d) the failure of Seller to cause secured parties to release Liens encumbering the Purchased Assets in accordance with Schedule 6.1.

Indemnification of Parent and Acquisition Sub

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REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Parent and Acquisition hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:
Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

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